Hewlett-Packard faces major test as critics aim to oust board members

PALO ALTO -- Just two years after a major board-room shakeup, Hewlett-Packard (HPQ) on Wednesday is hoping to prevent the ouster of more directors accused of squandering billions of dollars on ill-conceived acquisitions.

With five of its 11 board members targeted for removal at its annual meeting, the event is widely viewed as a seminal moment for the Palo Alto technology giant. HP has argued that reshuffling its directors again could undermine efforts to revitalize the storied corporation. But critics contend another board-level housecleaning is in order because of the company's many missteps.

"I find it absolutely abhorrent," said Stanley Morrical, an investor and founder of a San Francisco financial services firm who sued HP over its $11 billion purchase of software-maker Autonomy in 2011. Claiming it was hoodwinked about the firm's value, HP has since written off $8.8 billion from the investment, prompting Morrical to respond, "My 12-year-old daughter has more accountability than that."

It is uncommon for investors to seek the expulsion of individual board members, said Stephen Diamond, a Santa Clara University law school associate professor. Given the prominence of those advocating the purge -- including the powerful California Public Employees' Retirement System and two influential stockholder advisory firms, Glass Lewis and Institutional Shareholder Services -- HP's meeting, he said, "will be closely watched."

Advertisement

The board's previous upheaval occurred in January 2011, when five new members were appointed in an attempt to heal divisions and bring on new blood after CEO Mark Hurd resigned over an unproven allegation about his relationship with a consultant. Hurd's replacement, Léo Apotheker, was soon under fire himself and was replaced nine months later by Meg Whitman.

She has won cheers from Wall Street analysts for trying to get the company back on track. After plunging from more than $42 per share in early 2011, HP's stock price has rebounded a bit recently, to just over $14 at the end of 2012. It closed Monday at $22.83. Nonetheless, many investors remain dissatisfied.

With its business heavily dependent upon the faltering personal computer market, its sales have flattened, its profit has slumped and it has begun laying off 29,000 employees to cut costs.

HP has been particularly lambasted for spending too much on other companies. Besides its massive write down for Autonomy -- which has triggered about 10 lawsuits by Morrical and others -- HP recently wrote off $8 billion for its 2008 purchase of Electronic Data Systems and nearly $1 billion for its 2010 acquisition of Palm.

Of the five directors targeted for removal, the two on the board the longest have come under especially heavy fire. They are John Hammergren, a director since 2005 and chairman of health-care company McKesson, and G. Kennedy Thompson, a director since 2006 and a principal with the private equity firm Aquiline Capital Partners.

The other three are Marc Andreessen, a director since 2009 and co-founder of AH Capital Management; Rajiv Gupta, on the board since 2011 and chairman of Avantor Performance Materials; and Raymond Lane, HP's executive chairman since 2011 and managing partner of private equity firm Kleiner Perkins Caufield & Byers.

A few critics also want to dump HP's auditing firm, Ernst & Young, claiming it should have warned the company that Autonomy was overvalued.

HP declined this newspaper's request to interview the five board members or other executives about the investor insurrection. However, Gupta, its lead independent director, argued in a regulatory filing that all those on the board deserve reelection.

"HP is making progress in executing on its strategy and improving on its financial performance," he said, noting that seven directors are new since 2011. "Voting against certain members at this time is both unnecessary and not in the best interests of HP or its stockholders."

Whether any of the directors actually might get booted isn't clear. Proposals to vote against board members "are typically more symbolic than anything" and rarely result in someone being removed, said John Laide of FactSet Research Systems, which tracks such issues. Besides, the recent run-up in HP's share price seems to have eased some investors' concerns.

But not everyone is optimistic.

Michael Pryce-Jones, a senior research analyst with HP shareholder CtW Investment Group, which is among those seeking to expel some directors, contends HP remains "deeply challenged."

Global Equities Research analyst Trip Chowdhry agreed.

"It needs brain surgery," he said of the corporation, adding that he fears unless changes are made on the board, "HP will continue its slow and gradual decline."

Contact Steve Johnson at sjohnson@mercurynews.com or 408-920-5043. Follow him at Twitter.com/steveatmercnews.